Item 5. Other Events

The Company's Annual Meeting of Stockholders was held on May 15, 2001 and in connection therewith, proxies were solicited by management pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. An aggregate of 17,642,155 shares of the Company's common stock ("Common Stock"), 100,000 shares of Series B Preferred Stock (which are convertible into 2,617,801 shares of Common Stock), and 54,000 shares of Series C Preferred Stock (which are convertible into 600,000 shares of Common Stock) (collectively, "Shares") were outstanding and entitled to a vote at the meeting. At the meeting the following matters (not including ordinary procedural matters) were submitted to a vote of the holders of Shares, with the results indicated below:

1. Election of directors to serve until the 2002 Annual Meeting. The following persons, all of whom were serving as directors and were management's nominees for election, were elected. There was no solicitation in opposition to such nominees. The tabulation of votes was as follows:

2. Approval of the Company's 2001 Equity Incentive Plan. The Company's 2001 Equity Incentive Plan was approved. The tabulation of votes was as follows:

3. Ratification and approval of an amendment to the Company’s Certificate of Designation, Rights and Preferences of Series B Convertible Preferred Stock, the purpose of which was to ensure that the rights and preferences of the Series B Convertible Preferred Stock would be substantially identical to the rights and preferences of the Series C Convertible Preferred Stock. This amendment was approved. The tabulation of votes was as follows:

4. Approval of an amendment to the Company’s Certificate of Designation, Rights and Preferences of Series B Convertible Preferred Stock, the purpose of which is to make certain changes to clarify the numbering of certain paragraphs and internal references contained therein. This amendment was approved. The tabulation of votes was as follows: